HIV directly or indirectly related to men who have sex with men (MSM) is the single largest contributor to HIV/AIDS cases among Blacks. It accounts for nearly half of all cases among Black men and a substantial but unknown number of cases among Black women (CDC 2005). Despite large racial/ethnic disparities in HIV prevalence and risk, just one tested intervention specifically for African American MSM has been published. Because of their lack of identification with gay communities, strong identification with ethnic communities, sexual relationships with both genders, and frequent secrecy issues regarding same-sex behavior, African American men who have sex with both men and women (MSMW) may not respond to interventions targeting gay men. In order to address these racial/ethnic disparities and an important gap in the intervention literature, we propose to test the efficacy of the Men of African American Legacy Empowering Self(MAALES) Project-a newly developed, novel, and culturally congruent intervention designed to reduce sexual risk behaviors and improve psychosocial outcomes in African American MSMW. The MAALES intervention - guided by the Theory of Reasoned Action and Planned Behavior (TRA/TPB), the Critical Thinking and Cultural Affirmation (CTCA) Model, and the Empowerment Theory- was developed through an extensive, formative research process. The small group intervention involves six two-hour sessions lead by ethnically matched facilitators and held over three weeks with booster sessions at 1.5 and 4.5 months post. In our proposed study, a Phase 2a randomized controlled trial, we will test the MAALES intervention with 300 MSMW evenly randomized to intervention and waitlisted (standard treatment) control conditions. Three- and six-month assessments will be conducted after completion of the intervention for all measures with an additional immediate post-assessment for psychosocial measures. The Specific Aims are to: reduce (1a) HIV-related sexual risk behaviors (i.e., episodes of unprotected intercourse and number of partners) and (1b) sex under the influence of drugs or alcohol;and (2) to improve psychosocial outcomes (i.e., reduce HIV stigma and increase racial and cultural pride) among African American MSMW. Exploratory aims examine the influences of theoretical mediators (i.e., reductions in internalized homophobia and gender role conflicts) on the intervention effect and potential moderation by psychological distress. Bivariate and multiple regression analyses will be used to compare outcomes between the two intervention conditions and to examine mediating effects and effect modification. Study findings will be used to develop a NIH R01 application for a larger (Phase 2b) trial, to tailor intervention approaches for African American men who have sex with both male and female partners, and to guide adaptation for use with other ethnic minority MSMW.